FPA Mutual Termination Agreement, dated as of May 10, 2021, by and among Austerlitz Acquisition Corporation I and Cannae Holdings, Inc
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT, dated as of May 10, 2021 (this Agreement), is made by and between Austerlitz Acquisition Corporation I, a Cayman Islands exempted limited company (the Company) and Cannae Holdings, Inc., a Delaware corporation (the Purchaser). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Forward Purchase Agreement (as defined below).
WHEREAS, the Company and Purchaser (each, a Party and collectively, the Parties) are parties to that certain Forward Purchase Agreement, dated as of February 25, 2021 (the Forward Purchase Agreement);
WHEREAS, the Forward Purchase Agreement provides that immediately prior to the closing of the Companys initial Business Combination, the Company shall issue and sell, and the Purchaser shall purchase, on a private placement basis, 5,000,000 Class A Shares and 1,250,000 Warrants for the FPA Purchase Price on the terms and conditions set forth therein;
WHEREAS, pursuant to Section 9(a) of the Forward Purchase Agreement, the Forward Purchase Agreement may be terminated at any time prior to the FPS Closing by mutual written consent of the Company and Purchaser; and
WHEREAS, each of the Company and Purchaser have determined to terminate the Forward Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Purchaser agree as follows:
1. Pursuant to Section 9(a) of the Forward Purchase Agreement, effective as of the date hereof, the Forward Purchase Agreement is hereby terminated;
2. Section 9 of the Forward Purchase Agreement shall govern the effect of the termination of the Forward Purchase Agreement; provided, that the reference to this Section 8 in such section shall refer instead to this Section 9; and
3. This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, representations, understandings, and arrangements, whether written or oral, among the Parties.
4. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
5. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. Transmission by telecopy, facsimile, email or other form of electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.
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IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.
|CANNAE HOLDINGS, INC.|
|Name: Michael L. Gravelle|
Title: Executive Vice President, General Counsel
and Corporate Secretary
|AUSTERLITZ ACQUISITION CORPORATION I|
|Name: David Ducommun|
[Signature Page to Termination Agreement]